What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-10-15 compared with 2023-09-29 · 578 added, 902 removed, 133 unchanged (92% of the section changed)

2 unchanged sentences

merged into a new corporation, Sino-Global Shipping America, Ltd.

On January 3, 2022, the Company changed its corporate name

to Singularity Future Technology Ltd.

On January 3, 2022, the Company changed its corporate

name to Singularity Future Technology Ltd.

to reflect its expanded operations into the digital assets business.

Currently, we primarily focus

on providing freight logistics services, which mainly include shipping, warehouse services and other logistical support to steel companies

In 2017, we began exploring

new opportunities to expand our business and generate more revenue.

These opportunities ranged from complementary businesses to other

new service and product initiatives.

In the fiscal year 2022, while we continued to provide our traditional freight logistics business,

we expanded our services to include warehousing services provided by our U.S.

subsidiary Brilliant Warehouse Service Inc.

We are currently engaged in

providing freight logistics services including warehouse services, which are operated by our subsidiaries Trans Pacific Shipping Limited

and Ningbo Saimeinuo Web Technology Ltd.

in China and Gorgeous Trading Ltd.

Currently, we primarily

focus on providing freight logistics services, which mainly include shipping, warehouse services and other logistical support to steel

2017, we began exploring new opportunities to expand our business and generate more revenue.

These opportunities ranged from complementary

businesses to other new service and product initiatives.

In the fiscal year 2022, while we continued to provide our traditional freight

logistics business, we expanded our services to include warehousing services provided by our U.S.

subsidiary Brilliant Warehouse Service

are currently engaged in providing freight logistics services including warehouse services, which are operated by our subsidiaries Trans

Pacific Shipping Limited in China and Gorgeous Trading Ltd.

and Brilliant Warehouse Service Inc in the United States.

Our range of services include transportation, warehouse, collection, last-mile delivery, drop shipping, customs clearance, and overseas

transit delivery.

As a holding company with

no material operations, conduct substantially all of our operations through subsidiaries established in the United States, the People’s

Republic of China, or the PRC or China and Hong Kong.

However, neither the holding company nor any of the Company’s Chinese subsidiaries

conduct any operations through contractual arrangements with a variable interest entity based in China.

Investors in our common stock

should be aware that they may never directly hold equity interests in the PRC operating entities, but rather equity interests solely

in Singularity, our Virginia holding company.

Furthermore, shareholders may face difficulties enforcing their legal rights under United

States securities laws against our directors and officers who are located outside of the United States.

The diagram below shows our

corporate structure as of the date of this report.

Unless otherwise indicated in the diagram, all the subsidiaries of the Company are wholly owned.

Our range of services

include transportation, warehouse, collection, last-mile delivery, drop shipping, customs clearance, and overseas transit delivery.

a holding company with no material operations, conduct substantially all of our operations through subsidiaries established in the United

States, the People’s Republic of China (the “PRC” or “China”) and Hong Kong.

However, neither the holding

company nor any of the Company’s Chinese subsidiaries conduct any operations through contractual arrangements with a variable interest

entity based in China.

Investors in our common stock should be aware that they may never directly hold equity interests in the PRC operating

entities, but rather equity interests solely in Singularity, our Virginia holding company.

Furthermore, shareholders may face difficulties

enforcing their legal rights under United States securities laws against our directors and officers who are located outside of the United

diagram below shows our corporate structure as of the date of this report.

otherwise indicated in the diagram, all the subsidiaries of the Company are wholly owned.

of June 30, 2024, the Company’s subsidiaries were as follows:

Sino-Global Shipping New York Inc.

A New York Corporation

Incorporated on May 03, 2013

Primarily engaged in freight logistics services

100% owned by the Company

Sino-Global Shipping HK Ltd.

A Hong Kong Corporation

Incorporated on September 22, 2008

No material operations

Shipping New York Inc.

New York corporation

owned by the Company

Thor Miner Inc.

(“Thor Miner”)

A Delaware Corporation

Incorporated on October 13, 2021

Primarily engaged in sales of crypto mining machines

on May 03, 2013

engaged in freight logistics services

Shipping HK Ltd.

Hong Kong corporation

owned by the Company

Trans Pacific Shipping Ltd.

on September 22, 2008

material operations

Pacific Shipping Ltd.

(“Trans Pacific Beijing”)

A PRC limited liability company

Incorporated on November 13, 2007.

Primarily engaged in freight logistics services

100% owned the Company

Trans Pacific Logistic Shanghai Ltd.

PRC limited liability company

owned by the Company

on November 13, 2007.

engaged in freight logistics services

Pacific Logistic Shanghai Ltd.

(“Trans Pacific Shanghai”)

A PRC limited liability company

Incorporated on May 31, 2009

Primarily engaged in freight logistics services

PRC limited liability company

owned by Trans Pacific Beijing

Ningbo Saimeinuo Web Technology Ltd.

(“SGS Ningbo”)

A PRC limited liability company

Incorporated on September 11,2017

Primarily engaged in freight logistics services

100% owned by SGS NY

Blumargo IT Solution Ltd.

A New York Corporation

Incorporated on December 14, 2020

No material operations

100% owned by SGS NY

Gorgeous Trading Ltd (“Gorgeous Trading”)

A Texas Corporation

Incorporated on July 01, 2021

Primarily engaged in warehouse related services

on May 31, 2009

engaged in freight logistics services

material operations

Trading Ltd (“Gorgeous Trading”)

Texas corporation

owned by SGS NY

Brilliant Warehouse Service Inc.

on July 01, 2021

engaged in warehouse related services

Warehouse Service Inc.

(“Brilliant Warehouse”)

A Texas Corporation

Incorporated on April 19,2021

Primarily engaged in warehouse house related services

Texas corporation

owned by SGS NY

Phi Electric Motor In.

A New York Corporation

Incorporated on August 30, 2021

on April 19, 2021

engaged in warehouse house related services

Electric Motor In.

New York Corporation

on August 30, 2021

No operations

owned by SGS NY

SG Shipping &Risk Solution Inc(“SGSR”)

A New York Corporation

Incorporated on September 29, 2021

No material operations

Shipping & Risk Solution Inc, (“SGSR”)

New York corporation

owned by the Company

SG Link LLC (“SG Link”)

A New York Corporation

Incorporated on December 23, 2021

No operations

100% owned by SG Shipping & Risk Solution Inc on January 25, 2022

on September 29, 2021

material operations

Link LLC (“SG Link”)

New York corporation

owned by SG Shipping & Risk Solution Inc

on December 23, 2021

material operations

Energy Tech Limited (“New Energy”)

New York corporation

owned by the Company

on September 19, 2023

material operations

(Shenzhen) Technology Ltd.

Mainland China corporation

owned by the Company

(“SGS Shenzhen”)

on September 4, 2023

material operations

equity structure is a direct holding structure.

17 unchanged sentences

and as a result, we do not intend to distribute earnings or pay any cash dividends.

To address persistent capital

outflows and the RMB’s depreciation against the U.S.

dollar in the fourth quarter of 2016, the People’s Bank of China and

the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months,

including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments

and shareholder loan repayments.

The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends

and other distributions may be subject to tightened scrutiny in the future.

The PRC government also imposes controls on the conversion

of RMB into foreign currencies and the remittance of currencies out of the PRC.

Therefore, we may experience difficulties in completing

the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any.

if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to

pay dividends or make other payments.

In addition, the Enterprise

Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by

Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and

the governments of other countries or regions where the non-PRC resident enterprises are tax resident.

Pursuant to the tax agreement between

Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC

enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10%.

However, if the relevant tax authorities determine

that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities

may adjust the favorable withholding tax in the future.

Accordingly, there is no assurance that the reduced 5% withholding rate will apply

to dividends received by our Hong Kong subsidiary from our PRC subsidiaries.

This withholding tax will reduce the amount of dividends

we may receive from our PRC subsidiaries.

Because a significant part

of our operations are located in the PRC through our subsidiaries, we are subject to certain legal and operational risks associated with

our operations in China, including changes in the legal, political and economic policies of the Chinese government, the relations between

China and the U.S, or Chinese or U.S regulations may materially and adversely affect our business, financial condition and results of

address persistent capital outflows and the RMB’s depreciation against the U.S.

dollar in the fourth quarter of 2016, the People’s

Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the

subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions,

dividend payments and shareholder loan repayments.

The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’

dividends and other distributions may be subject to tightened scrutiny in the future.

The PRC government also imposes controls on the

conversion of RMB into foreign currencies and the remittance of currencies out of the PRC.

Therefore, we may experience difficulties

in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits,

Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict

their ability to pay dividends or make other payments.

addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable

to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC

central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident.

to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the

payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10%.

However, if the

relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment,

the relevant tax authorities may adjust the favorable withholding tax in the future.

Accordingly, there is no assurance that the reduced

5% withholding rate will apply to dividends received by our Hong Kong subsidiary from our PRC subsidiaries.

This withholding tax will

reduce the amount of dividends we may receive from our PRC subsidiaries.

some of our operations are located in the PRC through our subsidiaries, we are subject to certain legal and operational risks associated

with our operations in China, including changes in the legal, political and economic policies of the Chinese government, the relations

between China and the U.S, or Chinese or U.S regulations may materially and adversely affect our business, financial condition and results

of operations.

PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these

risks may result in a material change in our operations and the value of our common stock, or could significantly limit or completely

hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline

or be worthless.

hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly

decline or be worthless.

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations

2 unchanged sentences

reviews, and expanding the efforts in anti-monopoly enforcement.

believe that we will not be subject to cybersecurity review with

the Cyberspace Administration of China, or the “CAC,”, since we currently do not have over one million users’ personal

information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future,

which we understand might otherwise subject us to the Cybersecurity Review Measures.

We do not believe that our subsidiaries are

directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does

not involve the collection of user data or implicate cybersecurity.

As of the date hereof, no relevant laws or regulations in the PRC

explicitly require us to seek approval from the China Securities Regulatory Commission, or the CSRC, or any other PRC governmental authorities

for future offerings, nor has our Virginia holding company or any of our subsidiaries received any inquiry, notice, warning or sanctions

regarding previous offerings from the CSRC or any other PRC governmental authorities.

However, on February 17, 2023, the CSRC promulgated

Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial

Measures”) and five relevant guidelines, which became effective on March 31, 2023.

According to the Overseas Listing Trial

Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required

to fulfill the filing procedure with the CSRC and report relevant information.

The Overseas Listing Trial Measures provides that an overseas

listing or offering is explicitly prohibited, if any of the following:

(1) such securities offering and listing is explicitly prohibited

by provisions in laws, administrative regulations and relevant state rules;

(2) the intended securities offering and listing may endanger

national security as reviewed and determined by competent authorities under the State Council in accordance with law;

(3) the domestic

company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed

relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market

economy during the latest three years;

(4) the domestic company intending to make the securities offering and listing is currently under

investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof;

or (5) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s)

that are controlled by the controlling shareholder(s) and/or actual controller.

The Overseas Listing Trial

Measures also provide that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by

such issuer will be deemed as indirect overseas offering by PRC domestic companies:

(1) 50% or more of any of the issuer’s operating

revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal

year is accounted for by domestic companies;

and (2) the issuer’s main business activities are conducted in China, or its main place(s)

of business are located in China, or the majority of senior management staff in charge of its business operations and management are PRC

citizens or have their usual place(s) of residence located in China.

Where an issuer submits an application for initial public offering

to competent overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted.

In addition, the Overseas Listing Trial Measures provide that the direct or indirect overseas listings of the assets of domestic companies

through one or more acquisitions, share swaps, transfers or other transaction arrangements shall be subject to filing procedures in accordance

with the Overseas Listing Trial Measures.

The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC

on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings

and listings.

At a press conference held

for these new regulations (“Press Conference”), officials from the CSRC clarified that the domestic companies that have already

been listed overseas on or before March 31, 2023 shall be deemed as existing issuers (the “Existing Issuers”).

Existing Issuers

are not required to complete the filling procedures immediately, and they shall be required to file with the CSRC upon occurrences of

certain subsequent matters such as follow-on offerings of securities.

According to the Overseas Listing Trial Measures and the Press Conference,

the existing domestic companies that have completed overseas offering and listing before March 31, 2023, such as us, will not be required

to perform filing procedures for the completed overseas securities issuance and listing.

However, from the effective date of the regulation,

any of our subsequent securities offering in the same overseas market or subsequent securities offering and listing in other overseas

markets shall be subject to the filing requirement with the CSRC within three working days after the offering is completed or after the

relevant application is submitted to the relevant overseas authorities, respectively.

If it is determined that any approval, filing or

other administrative procedures from other PRC governmental authorities is required for any future offering or listing, we cannot assure

you that we can obtain the required approval or accomplish the required filings or other regulatory procedures in a timely manner, or

If we fail to fulfill filing procedure as stipulated by the Trial Measures or offer and list securities in an overseas market

in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us, and impose a fine of between RMB1,000,000

and RMB10,000,000.

Persons-in-charge and other persons that are directly liable for such failure shall be warned and each imposed a fine

from RMB500,000 to RMB5,000,000.

Controlling shareholders and actual controlling persons of us that organize or instruct such violations

shall be imposed a fine from RMB1,000,000 and RMB10,000,000.

On February 24, 2023, the

CSRC published the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering

and Listing by Domestic Enterprises (the “Provisions on Confidentiality and Archives Administration”), which came into effect

believe that we will not be subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,”, since

we currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one

million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity

Review Measures.

We do not believe that our subsidiaries are directly subject to these regulatory actions or statements, as we have not

implemented any monopolistic behavior and our business does not involve the collection of user data or implicate cybersecurity.

the date hereof, no relevant laws or regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory

Commission, or the CSRC, or any other PRC governmental authorities for future offerings, nor has our Virginia holding company or any

of our subsidiaries received any inquiry, notice, warning or sanctions regarding previous offerings from the CSRC or any other PRC governmental

However, on February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and

Listing by Domestic Companies (the “Overseas Listing Trial Measures”) and five relevant guidelines, which became effective

on March 31, 2023.

The Provisions on Confidentiality and Archives Administration requires that, in the process of overseas issuance and

listing of securities by domestic entities, the domestic entities, and securities companies and securities service institutions that provide

relevant securities service shall strictly implement the provisions of relevant laws and regulations and the requirements of these provisions,

establish and improve rules on confidentiality and archives administration.

Where the domestic entities provide or publicly disclose documents,

materials or other items related to the state secrets and government work secrets to the relevant securities companies, securities service

institutions, overseas regulatory authorities, or other entities or individuals, the companies shall apply for approval of competent departments

with the authority of examination and approval in accordance with law and report the matter to the secrecy administrative departments

at the same level for record filing.

Where there is unclear or controversial whether or not the concerned materials are related to state

secrets, the materials shall be reported to the relevant secrecy administrative departments for determination.

However, there remain uncertainties

regarding the further interpretation and implementation of the Provisions on Confidentiality and Archives Administration.

As of the date of this report,

our PRC subsidiaries have obtained the requisite licenses and permits from the PRC government authorities that are material for the business

operations of our PRC subsidiaries.

In addition, as of the date of this annual report, we and our PRC subsidiaries are not required

to obtain approval or permission from the CSRC or the CAC or any other entity that is required to approve our PRC subsidiaries’

operations or required for us to offer securities to foreign investors under any currently effective PRC laws, regulations, and regulatory

If it is determined that we are subject to filing requirements imposed by the CSRC under the Overseas Listing Regulations

or approvals from other PRC regulatory authorities or other procedures, including the cybersecurity review under the revised Cybersecurity

Review Measures, for our future offshore offerings, it would be uncertain whether we can or how long it will take us to complete such

procedures or obtain such approval and any such approval could be rescinded.

Any failure to obtain or delay in completing such procedures

or obtaining such approval for our offshore offerings, or a rescission of any such approval if obtained by us, would subject us to sanctions

by the CSRC or other PRC regulatory authorities for failure to file with the CSRC or failure to seek approval from other government authorization

for our offshore offerings.

These regulatory authorities may impose fines and penalties on our operations in China, limit our ability

to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our

offshore offerings into China or take other actions that could materially and adversely affect our business, financial condition, results

of operations, and prospects, as well as the trading price of our common stock.

The CSRC or other PRC regulatory authorities also may

take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the securities

Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery,

they do so at the risk that settlement and delivery may not occur.

In addition, if the CSRC or other regulatory authorities later promulgate

new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for

our prior offshore offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established

to obtain such a waiver.

Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect

our business, prospects, financial condition, reputation, and the trading price of our common stock.

Since these statements and

regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued,

it is uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations

or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new

laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S.

foreign exchange.

The Standing Committee of the National People’s Congress, or the SCNPC, or other PRC regulatory authorities may

in the future promulgate laws, regulations or implementing rules that requires our company or any of our subsidiaries to obtain regulatory

approval from Chinese authorities before future offerings in the U.S.

In other words, although the Company is currently not required to

obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on

According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in

overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant

The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the

(1) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant

(2) the intended securities offering and listing may endanger national security as reviewed and determined by competent

authorities under the State Council in accordance with law;

(3) the domestic company intending to make the securities offering and listing,

or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement,

misappropriation of property or undermining the order of the socialist market economy during the latest three years;

(4) the domestic

company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or

major violations of laws and regulations, and no conclusion has yet been made thereof;

or (5) there are material ownership disputes over

equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling

shareholder(s) and/or actual controller.

Overseas Listing Trial Measures also provide that if the issuer meets both the following criteria, the overseas securities offering and

listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies:

(1) 50% or more of any of the

issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements

for the most recent fiscal year is accounted for by domestic companies;

and (2) the issuer’s main business activities are conducted

in China, or its main place(s) of business are located in China, or the majority of senior management staff in charge of its business

operations and management are PRC citizens or have their usual place(s) of residence located in China.

Where an issuer submits an application

for initial public offering to competent overseas regulators, such issuer must file with the CSRC within three business days after such

application is submitted.

In addition, the Overseas Listing Trial Measures provide that the direct or indirect overseas listings of the

assets of domestic companies through one or more acquisitions, share swaps, transfers or other transaction arrangements shall be subject

to filing procedures in accordance with the Overseas Listing Trial Measures.

The Overseas Listing Trial Measures also requires subsequent

reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuer(s) who

have completed overseas offerings and listings.

a press conference held for these new regulations (“Press Conference”), officials from the CSRC clarified that the domestic

companies that have already been listed overseas on or before March 31, 2023 shall be deemed as existing issuers (the “Existing

Existing Issuers are not required to complete the filling procedures immediately, and they shall be required to file

with the CSRC upon occurrences of certain subsequent matters such as follow-on offerings of securities.

According to the Overseas Listing

Trial Measures and the Press Conference, the existing domestic companies that have completed overseas offering and listing before March

31, 2023, such as us, will not be required to perform filing procedures for the completed overseas securities issuance and listing.

from the effective date of the regulation, any of our subsequent securities offering in the same overseas market or subsequent securities

offering and listing in other overseas markets shall be subject to the filing requirement with the CSRC within three working days after

the offering is completed or after the relevant application is submitted to the relevant overseas authorities, respectively.

determined that any approval, filing or other administrative procedures from other PRC governmental authorities is required for any future

offering or listing, we cannot assure you that we can obtain the required approval or accomplish the required filings or other regulatory

procedures in a timely manner, or at all.

If we fail to fulfill filing procedure as stipulated by the Trial Measures or offer and list

securities in an overseas market in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us, and impose

a fine of between RMB1,000,000 and RMB10,000,000.

Persons-in-charge and other persons that are directly liable for such failure shall

be warned and each imposed a fine from RMB500,000 to RMB5,000,000.

Controlling shareholders and actual controlling persons of us that

organize or instruct such violations shall be imposed a fine from RMB1,000,000 and RMB10,000,000.

February 24, 2023, the CSRC published the Provisions on Strengthening the Confidentiality and Archives Administration Related to the

Overseas Securities Offering and Listing by Domestic Enterprises (the “Provisions on Confidentiality and Archives Administration”),

which came into effect on March 31, 2023.

The Provisions on Confidentiality and Archives Administration requires that, in the process

of overseas issuance and listing of securities by domestic entities, the domestic entities, and securities companies and securities service

institutions that provide relevant securities service shall strictly implement the provisions of relevant laws and regulations and the

requirements of these provisions, establish and improve rules on confidentiality and archives administration.

Where the domestic entities

provide or publicly disclose documents, materials or other items related to the state secrets and government work secrets to the relevant

securities companies, securities service institutions, overseas regulatory authorities, or other entities or individuals, the companies

shall apply for approval of competent departments with the authority of examination and approval in accordance with law and report the

matter to the secrecy administrative departments at the same level for record filing.

Where there is unclear or controversial whether

or not the concerned materials are related to state secrets, the materials shall be reported to the relevant secrecy administrative departments

for determination.

However, there remain uncertainties regarding the further interpretation and implementation of the Provisions on Confidentiality

and Archives Administration.

of the date of this report, our PRC subsidiaries have obtained the requisite licenses and permits from the PRC government authorities

that are material for the business operations of our PRC subsidiaries.

In addition, as of the date of this annual report, we and our

PRC subsidiaries are not required to obtain approval or permission from the CSRC or the CAC or any other entity that is required to approve

our PRC subsidiaries’ operations or required for us to offer securities to foreign investors under any currently effective PRC

laws, regulations, and regulatory rules.

If it is determined that we are subject to filing requirements imposed by the CSRC under the

Overseas Listing Regulations or approvals from other PRC regulatory authorities or other procedures, including the cybersecurity review

under the revised Cybersecurity Review Measures, for our future offshore offerings, it would be uncertain whether we can or how long

it will take us to complete such procedures or obtain such approval and any such approval could be rescinded.

Any failure to obtain or

delay in completing such procedures or obtaining such approval for our offshore offerings, or a rescission of any such approval if obtained

by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities for failure to file with the CSRC or failure to

seek approval from other government authorization for our offshore offerings.

These regulatory authorities may impose fines and penalties

on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict

the repatriation of the proceeds from our offshore offerings into China or take other actions that could materially and adversely affect

our business, financial condition, results of operations, and prospects, as well as the trading price of our common stock.

other PRC regulatory authorities also may take actions requiring us, or making it advisable for us, to halt our offshore offerings before

settlement and delivery of the securities offered.

Consequently, if investors engage in market trading or other activities in anticipation

of and prior to settlement and delivery, they do so at the risk that settlement and delivery may not occur.

In addition, if the CSRC

or other regulatory authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the

required filing or other regulatory procedures for our prior offshore offerings, we may be unable to obtain a waiver of such approval

requirements, if and when procedures are established to obtain such a waiver.

Any uncertainties or negative publicity regarding such

approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading

price of our common stock.

these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules

have not been issued, it is uncertain how soon legislative or administrative regulation making bodies will respond and what existing

or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential

impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments

and list on an U.S.

or other foreign exchange.

The Standing Committee of the National People’s Congress, or the SCNPC, or other

PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or any of our

subsidiaries to obtain regulatory approval from Chinese authorities before future offerings in the U.S.

In other words, although the

Company is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and

has not received any denial to list on the U.S.

exchange, our operations could be adversely affected, directly or indirectly;

our ability to offer, or continue to offer, securities

to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or

future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we

or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or

approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions

or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.

to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly

decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption

by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently

conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are

required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little

advance notice.

see “Risk Factors” beginning on page 15 of this annual report for additional information.

Holding Foreign Company Accountable Act

Our common stock may be delisted from the Nasdaq under the Holding Foreign Companies Accountable Act (“HFCAA”), if the

PCAOB is unable to adequately inspect audit documentation located in China, or investigate our auditor.

Furthermore, on June 22,

2021, the U.S.

Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law, and amends

the HFCAA and requires the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor

is not subject to Public Company Accounting Oversight Board (“PCAOB”) inspections for two consecutive years instead of

Our auditor, Audit Alliance LLP, the independent registered public accounting firm that

issues the audit report included elsewhere in this annual report, is headquartered in Singapore and is registered with the

PCAOB, and was not included in the list of PCAOB Identified Firms in the PCAOB Determination

Foreign Company Accountable Act

common stock may be delisted from the Nasdaq under the Holding Foreign Companies Accountable Act (“HFCAA”), if the PCAOB

is unable to adequately inspect audit documentation located in China, or investigate our auditor.

Furthermore, on June 22, 2021, the

Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law, and amends the HFCAA and requires

the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor is not subject to Public Company

Accounting Oversight Board (“PCAOB”) inspections for two consecutive years instead of three.

Our auditor, Audit Alliance

LLP, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, is headquartered

in Singapore and is registered with the PCAOB, and was not included in the list of PCAOB Identified Firms in the PCAOB Determination

Report issued in December 2021.

On August 26, 2022, the PCAOB signed

the Protocol with the CSRC and the MOF of the People’s Republic of China, governing inspections and investigations of audit

firms based in mainland China and Hong Kong.

The Protocol remains unpublished and is subject to further explanation and

implementation.

Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent

discretion to select any issuer audits for inspection or investigation and the unfettered ability to transfer information to the

On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate

PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong completely in 2022.

The PCAOB Board vacated

its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms

headquartered in China mainland and Hong Kong.

However, whether the PCAOB will continue to be able to satisfactorily conduct

inspections of PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong is subject to uncertainty and

depends on a number of factors out of our, and our auditor’s control.

The PCAOB is continuing to demand complete access in

China mainland and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as

well as to continue pursuing ongoing investigations and initiate new investigations as needed.

The PCAOB has indicated that it will

act immediately to consider the need to issue new determinations with the HFCAA if needed.

Therefore, the PCAOB in the future may

determine that it is unable to inspect or investigate completely registered public accounting firms in mainland China and Hong Kong.

Our auditor’s working papers related to us and our subsidiaries are located in China.

If our auditor is not permitted to

provide requested audit work papers located in China to the PCAOB, investors would be deprived of the benefits of PCAOB’s

oversight of our auditor through such inspections which could result in limitation or restriction to our access to the U.S.

markets and trading of our securities may be prohibited under the HFCAA, which would result in the delisting of our securities from

See “ Risk Factors - Our common stock may be delisted from the Nasdaq under the Holding Foreign Companies

Accountable Act if the PCAOB is unable to adequately inspect audit documentation located in China.

The delisting of our common

stock, or the threat of their being delisted, may materially and adversely affect the value of your

investment .”

Recent Developments

Since the publication of the

Hindenburg Report (as defined below), we have devoted substantial resources and efforts in connection with the investigations by a special

committee of our Board of Directors and by U.S.

governmental authorities and with respect to the defense of lawsuits and the settlement

of lawsuits and claims, which are fully described below.

As a result, our business operations have been materially and adversely impacted,

including suspension of our business development in North America.

On August 26, 2022, the PCAOB signed the Protocol with the CSRC and the MOF of the People’s Republic

of China, governing inspections and investigations of audit firms based in mainland China and Hong Kong.

The Protocol remains unpublished

and is subject to further explanation and implementation.

Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC,

the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and the unfettered ability to

transfer information to the SEC.

On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and

investigate PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong completely in 2022.

The PCAOB Board

vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting

firms headquartered in China mainland and Hong Kong.

However, whether the PCAOB will continue to be able to satisfactorily conduct inspections

of PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong is subject to uncertainty and depends on a

number of factors out of our, and our auditor’s control.

The PCAOB is continuing to demand complete access in China mainland and

Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing

ongoing investigations and initiate new investigations as needed.

The PCAOB has indicated that it will act immediately to consider the

need to issue new determinations with the HFCAA if needed.

Therefore, the PCAOB in the future may determine that it is unable to inspect

or investigate completely registered public accounting firms in mainland China and Hong Kong.

Our auditor’s working papers related

to us and our subsidiaries are located in China.

If our auditor is not permitted to provide requested audit work papers located in China

to the PCAOB, investors would be deprived of the benefits of PCAOB’s oversight of our auditor through such inspections which could

result in limitation or restriction to our access to the U.S.

capital markets and trading of our securities may be prohibited under the

HFCAA, which would result in the delisting of our securities from the Nasdaq.

See “ Risk Factors - Our common stock may be delisted

from the Nasdaq under the Holding Foreign Companies Accountable Act if the PCAOB is unable to adequately inspect audit documentation

located in China.

The delisting of our common stock, or the threat of their being delisted, may materially and adversely affect the value

of your investment .”

We are currently exploring new business opportunities while continuing

to provide freight logistics services, which include shipping and warehouse services.

Special Committee Investigation

On May 5, 2022, an entity

named Hindenburg Research issued a report (the “Hindenburg Report”) regarding the Company alleging, among other things, that

the Company’s then Chief Executive Officer, Yang Jie, was a fugitive on the run from Chinese authorities for running an alleged

$300 million Ponzi scheme that lured in over 20,000 victims.

The report also raised questions regarding the Company’s joint venture

to produce crypto mining equipment announced in October 2021, as well as a $200 million order purportedly received by the joint venture

in January 2022.

Further, the report was critical of the Company’s April 2022 announcement of a $250 million partnership with an

entity named Golden Mainland Inc.

On May 6, 2022, the Board of Directors of the Company (the “Board”) formed a special committee

of the Board (the “Special Committee”) to investigate claims of alleged fraud, misrepresentation, and inadequate disclosure

related to the Company and certain of its management personnel raised in the Hindenburg Report and other related matters.

Committee then retained Blank Rome LLP to serve as independent legal counsel and advise the Committee on the investigation.

Committee completed the fact-finding portion of its investigation prior to December 31, 2022.

The Special Committee’s preliminary

findings corroborated certain of the allegations made in the Hindenburg Report and the investigation resulted in the termination and resignation

of certain executive officers and directors of the Company, including but not limited to, the following:

On August 9, 2022, Mr.

Jie tendered his resignation from his positions as Chief Executive Officer and director of the Company to the Board, following the Board’s

decision on August 8, 2022, which adopted the Special Committee’s recommendation that Mr.

Jie be suspended immediately, pending

the Special Committee’s further investigation into allegations raised in the Hindenburg Report and other related matters.

On August 16, 2022, attorneys

from Blank Rome LLP, counsel for the Special Committee, held a conference call with staff members of the Securities and Exchange Commission

(the“SEC”), during which counsel represented that Yang Jie had provided documentation to the SEC that indicated that the charges

against him in China had been dropped, but the Special Committee’s investigation raised questions regarding the authenticity of

such documents.

The Special Committee concluded at that time that Mr.

Jie was in fact issued a “Red Notice” in China.

of remediating this issue, after being suspended by the Special Committee on August 8, 2022, Mr.

Yang Jie resigned from his positions

as Chief Executive Officer and as a director of the Company on August 9, 2022.

In December 2022, the Company

entered into cancellation agreement and a letter confirming the rescission of the grant of the shares with each of Yang Jie and Ms.

Shan, our former Chief Operating Officer, pursuant to which Mr.

Shan agreed to return 300,000 shares and 100,000 shares of

our Common Stock, respectively, to the Company for cancellation at no cost.

Such shares were previously issued to each of them for their

services as officers of the Company.

The shares were cancelled as of March 31, 2023.

On February 10, 2023, in response

to two, now-settled, lawsuits filed by private investors, Mr.

Jie filed a motion to dismiss the private investors’ suits and provided

a copy of a formal legal opinion issued by the Zhonglun W&D Law Firm, PRC.

The Zhonglun W&D legal opinion concluded that Mr.

was not charged with a crime in China, the investigation and underlying case had indeed been closed, and Mr.

Jie was not formally treated

as a criminal suspect in the PRC.

In order to provide more clarity to the issues raised, the Company engaged Hebei Mei Dong Law Firm,

of Shijiazhuang City, PRC to further investigate the authenticity of the documentation provided by Mr.

Jie to the SEC and whether a “Red

Notice” had been issued.

On June 12, 2023, the Hebei Mei Dong Law Firm issued a report to the Company with respect to these issues.

In their report, the Company’s Chinese counsel concluded after conferring with local officials, that the investigation of Mr.

conducted by the Baohe District Police Bureau of Hefei City, PRC was completed, that Mr.

Jie was never prosecuted and there was no criminal

judgment against Mr.

Jie as of the date of such report.

The Chinese counsel also confirmed that no “Red Notice” was issued

Jie in the PRC.

On February 23, 2023, the

Board approved the dissolution of the Special Committee upon conclusion of the committee’s investigation.

On July 3, 2023, the Company

entered into a Settlement and Release Agreement with Mr.

Jie which fully resolved his claims against the Company.

Executive Changes

On June 16, 2022, Ms.

Tuo Pan, Chief Financial Officer of the Company, without proper authorization by the Board, directed that funds be wired to satisfy

an invoice for legal services that were rendered or to be rendered on her behalf.

Pan was suspended by the Board for cause and

without pay effective June 20, 2022.

On August 31, 2022, Ms.

Tuo Pan was terminated for cause as an employee of the Company and its

subsidiaries and ceased to receive any salary or benefits from the Company since that date.

On January 9, 2023, the Company

entered into an Executive Separation Agreement and General Release (the “Separation Agreement”), with Lei Cao, an employee

of the Company and a member of the Board, setting forth the terms and conditions related to the termination of Mr.

Cao’s employment

with the Company and the termination of the employment agreement dated as of November 1, 2021 as well as cancellation and/or termination

of certain other agreements relating to Mr.

Cao’s employment with the Company.

The Separation Agreement also provided for Mr.

resignation from the Board, effective as of January 9, 2023.

Pursuant to the Separation

Agreement, Mr.

Cao submitted a letter of resignation from the Board on January 9, 2023.

In addition, he agreed to forfeit and return to

the Company the 600,000 shares of Common Stock of the Company granted to him in August 2021 under the terms of the 2014 Equity Incentive

Plan of the Company (the “2021 Shares”).

Cao also agreed to cooperate with the Company regarding certain investigations

and proceedings and other matters arising out of or related to his relationship with or service to the Company.

In consideration, the

Company agreed to provide the following benefits to which Mr.

Cao was not otherwise entitled:

(1) payment of reasonable attorneys’

fees and costs incurred by Mr.

Cao through January 9, 2023 associated with Mr.

Cao’s personal legal representation in matters relating

Cao’s tenure with the Company, the investigations and proceedings and the negotiation and drafting of the Separation Agreement;

(2) the release of claims in Mr.

Cao’s favor contained in the Separation Agreement;

and (3) payment of Mr.

Cao’s reasonable

and necessary legal fees to the extent incurred by Mr.

Cao as a result of his cooperation as required by the Company under the terms of

the Separation Agreement.

Additionally, the Separation Agreement contains mutual general releases and waiver of claims from Mr.

On January 17, 2023, Messrs.

John Levy and Heng Wang were appointed as non-executive chairman and vice chairman of the Board, respectively.

On February 23, 2023, Mr.

Levy resigned as a director and member of the Audit Committee, Compensation Committee and Nominating Committee of the Board, effective

On March 30, 2023, Mr.

Wang was appointed as non-executive Chairman of the Board to fill the vacancy created by Mr.

On April 18, 2023, the Company

entered into an employment agreement with Mr.

Ziyuan Liu and appointed him as the chief executive officer of the Company, effective immediately,

with a term of one year.

On May 1, 2023, the Company

entered into an employment agreement with Mr.

Dianjiang Wang and appointed him as the chief financial officer of the Company, effective

immediately, with a term of one year.

On May 1, 2023, pursuant to

the bylaws of the Company, our Board elected (i) Mr.

Ziyuan Liu as a Class I director to serve until the annual meeting of stockholders

to provide freight logistics services.

On September 19, 2023, the Company formed a 100% owned subsidiary, New Energy Tech Limited, .

Energy”) in New York for to engage in the commodity trading business .

In August 2024, New Energy entered into a joint venture development

agreement with Market One Services Corp., a Wyoming corporation, to establish a joint venture to carry out the commodity trading business.

The parties also plan to expand into the sale of solar panels

The Company decided to develop the solar panel business based on its

insight into the broad prospects of new energy.

In the decision-making process, the needs of environmental protection and market potential

were fully considered.

This new solar panel business complements our existing businesses and will expand the company’s sustainable

Committee Investigation

previously disclosed, on May 6, 2022, the Board of Directors of the Company (the “Board”) formed a special committee (the

“Special Committee”) to investigate claims of alleged fraud, misrepresentation, and inadequate disclosure related to the

Company and certain of its management personnel raised in a report, published by Hindenburg Research on May 4, 2022 (the “Hindenburg

On February 23, 2023, the Board approved the dissolution of the Special Committee upon conclusion of the committee’s

investigation.

On July 3, 2023, the Company entered into settlement and release agreement with Mr.

Yang Jie, the Company’s former

CEO, which fully resolved his claims against the Company.

July 3, 2023, Mr.

Tieliang Liu resigned as a director the Company and a member of the Compensation Committee, the Audit Committee, and

the Nominating and Corporate Governance Committee.

July 10, 2023, Company terminated the employment of its Chief Operating Officer, Jing Shan, with cause.

The termination was effective

July 31, 2023, the Company elected Mr.

Zhongliang Xie as a Class II independent director to serve until the annual meeting of stockholders

for the fiscal year 2023, to fill the vacancy on the Board resulting from the resignation of Mr.

Jie, (ii) Mr.

Haotian Song as a Class

II director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on the Board resulting from

the resignation of Mr.

Cao, and (iii) Ms.

Ling Jiang as a Class III independent director, Chairwoman of the Compensation Committee, a

member of the Audit Committee, and a member of the Nominating and Corporate Governance Committee to serve until the annual meeting of

stockholders for the fiscal year 2024, to fill the vacancy on the Board resulting from the resignation of Mr.

On May 2, 2023, the Board

Ziyuan Liu as the new chairman of the Board.

On July 3, 2023, Mr.

Liu resigned as a director the Company and a member of the Compensation Committee, the Audit Committee, and the Nominating and Corporate

Governance Committee.

On July 10, 2023, Company

terminated the employment of its Chief Operating Officer, Jing Shan, with cause.

The termination was effective immediately.

On July 31, 2023, the

Company elected Mr.

Zhongliang Xie as a Class II independent director to serve until the annual meeting of stockholders for the

fiscal year 2023, to fill the vacancy on the Board resulting from the resignation of Mr.

Tieliang Liu.

The Board appointed Mr.

to serve as Chair of the Audit Committee, a member of the Compensation Committee and a member of the Nominating and Corporate

Governance Committee.

On September 21, 2023, Mr.

Heng Wang resigned

as a director of the Company and a member of the Compensation Committee, the Audit Committee, and the Nominating and Corporate Governance

25, 2023, the Company elected Mr.

Xu Zhao as a Class I independent director to serve until the annual meeting of stockholders for the

fiscal year 2022, to fill the vacancy on the Board resulting from the resignation of Mr.

Xie to serve as Chair of the Audit Committee, a member of the Compensation Committee and a member of the Nominating and Corporate Governance

September 21, 2023, Mr.

Heng Wang resigned as a director of the Company and a member of the Compensation Committee, the Audit Committee,

and the Nominating and Corporate Governance Committee.

September 25, 2023, the Company elected Mr.

Xu Zhao as a Class I independent director to serve until the annual meeting of stockholders

for the fiscal year 2022, to fill the vacancy on the Board resulting from the resignation of Mr.

The Board appointed Mr.

Zhao to serve

as a member of the Audit Committee, a member of the Compensation Committee and Chair of the Nominating and Corporate Governance Committee.

28, 2023, Ms.

Ling Jiang resigned as a director of the Company and a member of the Compensation Committee, the Audit Committee, and the

Nominating and Corporate Governance Committee.

On October 3, 2021, the Company

entered into a Strategic Alliance Agreement with HighSharp (Shenzhen Gaorui) Electronic Technology Co., Ltd.

(“HighSharp”)

to establish a joint venture for collaborative engineering, technical development and commercialization of a bitcoin mining machine under

the name Thor Miner Inc.

(“Thor Minor”) , granting Thor Miner exclusive rights covering design production, intellectual property,

branding, marketing and sales.

On October 11, 2021, Thor Miner was formed in Delaware and is 51% owned by the Company and 49% owned

by HighSharp.

SOS Information Technology

New York, Inc.

(“SOSNY”), a company incorporated under the laws of state of New York and a wholly owned subsidiary of SOS

(a NYSE listed holding company, which provides marketing data, technology and solutions to the emergency rescue services in China,

filed a lawsuit in the New York State Supreme Court on December 9, 2022 against Thor Miner ( together with the Company, referred to as

the “Corporate Defendants”), Lei Cao, Yang Jie, John F.

Levy, Tieliang Liu, Tuo Pan, Shi Qiu, Jing Shan, and Heng Wang (jointly

referred to as the “Individual Defendants”) (collectively, the Individual Defendants and the Corporate Defendants are the

“Defendants”).

SOSNY and Thor Miner entered into a Purchase and Sale Agreement dated January 10, 2022 (the “PSA”)

for the purchase of $200,000,000 in crypto mining rigs, which SOSNY claims was breached by the Defendants.

SOSNY and Defendants entered

into a certain settlement agreement and general mutual release with an Effective Date of December 28, 2022 (the “Settlement Agreement”).

Pursuant to the Settlement Agreement, Thor Miner agreed to pay $13,000,000 (the “Settlement Payment”) to SOSNY in exchange

for SOSNY dismissing the lawsuit with prejudice as to the settling Defendants and without prejudice as to all others.

The full Settlement

Payment was made in December 2022 and SOSNY dismissed the lawsuit with prejudice against us and the other Defendants on December 28, 2022.

The Company and Thor Miner

further covenanted and agreed that if they receive additional funds from HighSharp related to the PSA, they will promptly transfer such

funds to SOSNY in an amount not to exceed $40,560,569 (which is the total amount paid by SOSNY pursuant to the PSA less the price of the

machines actually received by SOSNY pursuant to the PSA).

The Settlement Payment and any payments subsequently received by SOSNY from

HighSharp will be deducted from the total amount of $40,560,569 previously paid by, and now due and owing to SOSNY.

In further consideration

of the Settlement Agreement, Thor Miner provided SOSNY an assignment of all claims it may have against HighSharp or otherwise to the proceeds

On September 23, 2022, Hexin

Global Limited and Viner Total Investments Fund filed a lawsuit against the Company and other defendants in the United States District

Court for the Southern District of New York (the “Hexin lawsuit”).

On December 5, 2022, St.

Hudson Group LLC, Imperii Strategies

LLC, Isyled Technology Limited, and Hsqynm Family Inc.

filed a lawsuit against the Company and other defendants in the United States District

Court for the Southern District of New York (the “St.

Hudson lawsuit,” and together with the Hexin lawsuit, the “Investor

The plaintiffs in the Investor Actions are investors that entered into a securities purchase agreement with the Company

in December 2021 as more fully described below.

Each of these plaintiffs asserted causes of action for, among other things, violations

of the federal securities laws, breach of fiduciary duty, fraudulent inducement, breach of contract, conversion, and unjust enrichment,

and seeks monetary damages and specific performance to remove legends from certain securities sold pursuant to the Securities Purchase

The Hexin lawsuit claimed monetary damages of “at least $6 million,” plus interest, costs, fees, and attorneys’

Hudson lawsuit claimed monetary damages of “at least $4.4 million,” plus interest, costs, fees, and attorneys’

On October 6, 2022, Jinhe

Capital Limited (“Jinhe”) filed a lawsuit against the Company in the United States District Court for the Southern District

of New York, asserting causes of actions for, among other things, breach of contract, breach of the covenant of good faith and fair dealing,

conversion, quantum meruit, and unjust enrichment, in connection with a financial advisory agreement entered into by and between Jinhe

and the Company on November 10, 2021.

Jinhe claimed monetary damages of “at least $575,000” and “potentially exceeding

$1.8 million,” plus interest, costs, and attorneys’ fees.

January 10, 2023, the St.

Hudson lawsuit was consolidated with the Jinhe lawsuit and Hexin lawsuit and on February 24, 2023, all

three consolidated actions were dismissed without prejudice by the court, in furtherance of the parties having reached an agreement

in principle to settle their disputes.

The Company, Yang Jie, Jing Shan, and the plaintiffs in the three actions entered into a

certain settlement agreement and general mutual release with an effective date of March 10, 2023, pursuant to which the Company

agreed to pay the plaintiffs $10,525,910.82.

The plaintiffs agreed to discharge and forever release the defendants from all

claims that were or could have been raised in those actions, as well as dismissal of each of the actions with prejudice.

has no role or knowledge as to how the settlement payment will be allocated between and among the plaintiffs.

The Company made the

settlement payment on March 14, 2023.

The plaintiffs agreed to irrevocably forfeit 3,728,807 shares of Common Stock they hold.

cancellation of these shares has been completed.

value of the shares was $2,125,420 on March 10, 2023, the settlement amount over the fair value of the cancelled shares was recorded as other expenses in the Company’s consolidated statement of operations.

On December 9, 2022, Piero

Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired publicly traded securities of the Company between

February 2021 and November 2022, filed a putative class action against the Company and other defendants in the United States District

Court for the Eastern District of New York, alleging violations of federal securities laws related to alleged false or misleading disclosures

made by the Company in its public filings.

The plaintiff seeks unspecified damages, plus interest, costs, fees, and attorneys’ fees.

On February 7, 2023, two additional plaintiffs moved to be appointed as the lead class plaintiff in this action;

those motions remain

under the Court’s consideration.

As this action is still in the early stage, the Company cannot predict the outcome.

In addition to the above litigations,

the Company is also subject to additional contractual litigations as to which it is unable to estimate the outcome.

Government Investigations

Following a publication of

the Hindenburg Report, the Company received subpoenas from the United States Attorney’s Office for the Southern District of New

York and the United States Securities and Exchange Commission.

The Company is cooperating with these governmental authorities regarding

these matters.

to serve as a member of the Audit Committee, a member of the Compensation Committee and Chair of the Nominating and Corporate Governance

September 28, 2023, Ms.

Ling Jiang resigned as a director of the Company and a member of the Compensation Committee, the Audit Committee,

and the Nominating and Corporate Governance Committee.

October 6, 2023, the Company elected Ms.

Yangyang Xu as a Class III independent director to serve until the annual meeting of stockholders

for the fiscal year 2024, to fill the vacancy resulting from the resignation of Ms.

The Board appointed Ms.

Xu to serve as

Chairwoman of the Compensation Committee and as a member of the Audit Committee and the Nominating and Corporate Governance Committee.

July 31, 2024, Mr.

Haotian Song resigned from his position as a vice president of the Company and as a director of the Board.

August 6, 2024, the Company appointed Ms.

Jia Yang as a vice president of the Company and as a director of the Board to fill the vacancy

resulting from Mr.

Haotian Song’s resignation.

December 9, 2022, Piero Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired publicly traded securities

of the Company between February 2021 and November 2022, filed a putative class action against the Company and other defendants in the

United States District Court for the Eastern District of New York (“EDNY”), alleging violations of federal securities laws

related to alleged false or misleading disclosures made by the Company in its public filings (the “SGLY Securities Class Action”).

The plaintiff seeks damages, plus interest, costs, fees, and attorneys’ fees.

The Company filed a motion to dismiss on November

20, 2023, which is fully-briefed and awaiting the Court’s determination.

As this action is still in the early stage, the Company

cannot predict the outcome.

July 13, 2023, SG Shipping & Risk Solution Inc.

(“SG Shipping”), an indirect wholly owned subsidiary of the Company,

filed a complaint against Jing Shan, its former chief operating officer, accusing her of the unauthorized wire transfer of $3 million

to Goalowen (the “Conversion Lawsuit”).

On March 23, 2023, Jing Shan allegedly signed, without Board’s due authorization,

an operating income right transfer contract with Goalowen Inc., pursuant to which Goalowen agreed to transfer its rights to receive income

from operating a tuna fishing vessel to SG Shipping for $3 million.

Shan alleged made the unauthorized wire transfer of $3 million

to Goalowen on May 5, 2023.

This lawsuit is filed with the EDNY.

Shan moved to dismiss the case on March 19, 2024 and the decision

is currently pending with the court.

Fact discovery is currently underway.

The Company remains committed to pursuing its claims and seeks

August 23, 2023, Jing Shan commenced a lawsuit against the Company in the Richmond City Circuit Court of Virginia for unpaid salaries

and indemnification of her litigation costs defending herself in the SGLY Securities Class Action and the Conversion Lawsuit.

entered an order on May 3, 2024, granted Jing Shan’s request for payment of withheld wages through the time of her termination,

plus liquidated damages, and litigation costs in prosecuting the withheld wages.

The court denied Jing Shan’s motion for expenses

incurred in other ligation, deferring those issues to resolution by trial.

The Company has paid the past due wages and statutory liquidated

Jing Shan filed a motion for rule to show cause on July 29, 2024, demanding payment of attorney’s fees of $36,523.21,

plus sanctions by the court for the Company’s failure to comply with the court’s order of payment.

October 23, 2023, the Company filed a complaint against its former CFO, Tuo Pan, accusing her of conversion due to her alleged involvement

in two unauthorized transfers from the Company, amounting to $219,000 and $7,920, respectively.

The Company decided not to pursue this

matter any further and withdrew the complaint.

January 18, 2024, John Levy, a former board member of the Company, filed a claim in the EDNY for reimbursement and advancement of reasonable

legal fees, costs, and expenses incurred in connection with defending the action Crivellaro v.

Singularity Future Technology Ltd.

22-cv-7499-BMC, in which John Levy was named as an individual defendant.

On a letter dated August 6, 2024, John Levy notified the court

that it would move for default judgement.

The Company does not intend to defend its position.

February 2024, Zhikang Huang, a former employee of the Company filed a lawsuit against the Company in the Richmond City Circuit Court

In the complaint, Zhikang Huang alleges claims that the Company failed to compensate him for the severance payment of $300,000

contemplated in Section 6.3 of the Employee Agreement, his two months’ salary of $25,000 for the months of November and December

2023 and the incentive-based bonus to which he is entitled pursuant to paragraph 4.2 of the Employee Agreement.

A hearing on plaintiff’s

motion to compel discovery was scheduled on August 26, 2024.

The Company intends to defend its position.

Investigations

the publication of the Hindenburg Report, the Company received subpoenas from the United States Attorney’s Office for the Southern

District of New York and the United States Securities and Exchange Commission (the “SEC”).

The Company cooperated with these

governmental authorities regarding these matters.

The Company is not able to estimate the outcome or duration of the government investigations.

Nasdaq Listing Deficiencies

On May 24, 2022, the Company

received a delinquency notice from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) due to

its delay in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

The Company was provided 60 days to submit

a plan to regain compliance.

On July 25, 2022 and September 14, 2022, the Company submitted its plan to regain compliance and supplementary

information related to the plan, respectively (collectively, the “Compliance Plan”).

Based on the review of the Compliance

Plan as well as telephone conversations with outside counsel to the Company and counsel to the Company’s Special Committee, the

Staff has determined that the Company did not provide a definitive plan evidencing its ability to file the Quarterly Report on Form 10-Q

for the quarter ended March 31, 2022 and the Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (collectively, the “Reports”)

within the 180 calendar day period available to the Staff under the Nasdaq Listing Rules.

On November 16, 2022, the

Company received an additional staff determination notice from Nasdaq, advising that it had not received the Company’s Form 10-Q

for the quarterly period ended September 30, 2022, which served as an additional basis for delisting the Company’s securities and

that the Nasdaq Hearings Panel (the “Panel”) will consider the additional deficiency in rendering a determination regarding

the Company’s continued listing on The Nasdaq Capital Market.

The Company submitted to the Panel a plan to regain compliance with

the continued listing requirements, including the filing of the Form 10-Q for the quarterly period ended September 30, 2022.

On January 5, 2023, the Company

received a deficiency notice from Nasdaq informing the Company that its common stock, no par value, fails to comply with the $1 minimum

bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) based upon the closing bid

price of the common stock for the 30 consecutive business days prior to the date of the notice from Nasdaq.

The Company has been provided

an initial compliance period of 180 calendar days, or until July 5, 2023, to regain compliance with the minimum bid price requirement.

On February 21, 2023, the

Company received an additional staff determination notice from Nasdaq, advising that it had not received the Company’s Form 10-Q

for the quarterly period ended December 31, 2022, which served as an additional basis for delisting the Company’s securities.

notice stated that the Nasdaq Hearings Panel will consider the additional deficiency in rendering a determination regarding the Company’s

continued listing on Nasdaq.

The Company submitted to the Panel a plan to regain compliance with the continued listing requirements and

was granted a grace period to file all the delinquent reports, including the filing of the Form 10-Q for the quarterly period ended December

31, 2022, on or before February 28, 2023.

March 8, 2023, the Company received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s audit committee

requirement under Nasdaq’s Listing Rule 5605 following the resignation of John Levy from the Company’s board of directors

and audit committee effective February 23, 2023.

Nasdaq advised the Company that in accordance with Nasdaq’s Listing Rule 5605(c)(4),

the Company has a cure period to regain compliance (i) until the earlier of the Company’s next annual shareholders’ meeting

or February 23, 2024;

or (ii) if the next annual shareholders’ meeting is held before August 22, 2023, then the Company must evidence

compliance no later than August 22, 2023.

The Company has set the record date of September 28, 2023, for an annual meeting of shareholders

scheduled to take place on October 13, 2023.

March 16, 2023, the Company received a formal notification from Nasdaq confirming that the Company had regained compliance with the Nasdaq

Listing Rule 5250(c)(1), which requires the Company to timely file all required periodic financial reports with the SEC, and that the

matter is now closed.

July 7, 2023, the Company received an Notice of Noncompliance Letter (the “Letter”) from Nasdaq stating that the Company was

not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders for the fiscal year ended

June 30, 2022, which is required to be held within twelve months of the Company’s fiscal year end under Nasdaq Listing Rule 5620(a)

and 5810(c)(2)(G).

The Letter also states that the Company has 45 calendar days to submit a plan to regain compliance and if Nasdaq accepts

the Plan, it can grant the Company an exception of up to 180 calendar days from the fiscal year end, or until December 27, 2023, to regain

The Company complied with the Nasdaq requirement that the Plan be submitted no later than August 21, 2023.

July 13, 2023, the Company received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s independent director

and audit committee requirements under Nasdaq’s Listing Rule 5605 following the resignation of Mr.

As of the date of this report, the Company has not received any updates.

February 28, 2023 , the audit committee of the Company, after discussion with the management of the Company, and in consultation with

the Company’s independent registered public accounting firm, concluded that the Company’s previously issued financial statements

for the fiscal year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on November 29,

2021 (the “2021 Form 10-K”) should no longer be relied upon as a result of incorrect accounting treatment of approximately

$4.6 million of related party loan receivable.

The audit committee also concluded that the financial statements for the quarters

ended September 30, 2021 and December 31, 2021 included in the Company’s Quarterly Reports on Form 10-Q (the “2021 Form 10-Qs,”

collectively with the 2021 Form 10-K, the “Affected Reports”), filed with the SEC on November 12, 2021 and February 14, 2022,

respectively, should no longer be relied upon as a result of incorrect recognition of revenue from freight shipping services in the amount

of $980,200 for the three months ended September 30, 2021 and six months ended December 31, 2021.

The Company corrected the errors referenced

above in an amendment to (1) the 2021 Form 10-K (the “Amended Form 10-K”) and (2) each of the 2021 Form 10-Qs (the “Amended

Form 10-Qs,” collectively with the Amended Form 10-K, the “Restatements”).

June 17, 2024, the Company received a subpoena from the SEC requesting the production of certain documents related to an investigation

by the SEC regarding the Restatements (the “Investigation”).

Because the Investigation is at an early stage, the Company

cannot predict its outcome, duration, or any potential consequences at this time.

The SEC has not advised the Company that it has concluded

any legal violation has occurred, but any Investigation potentially could result in government enforcement actions and, to civil and/or

criminal sanctions under relevant laws.

The Company intends to cooperate with the SEC with respect to the Investigation.

Listing Deficiencies

July 7, 2023, the Company received an Notice of Noncompliance Letter (the “Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”)

stating that the Company was not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders

for the fiscal year ended June 30, 2022, which is required to be held within twelve months of the Company’s fiscal year end under

Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G).

The Letter also states that the Company has 45 calendar days to submit a plan to regain

compliance and if Nasdaq accepts the Plan, it can grant the Company an exception of up to 180 calendar days from the fiscal year end,

or until December 27, 2023, to regain compliance.

The Company complied with the Nasdaq requirement that the Plan be submitted no later

than August 21, 2023.

On October 19, 2023, the Company received a formal notification from the Nasdaq confirming that the Company had

regained compliance with Listing Rule 5620(a), and that the matter is now closed.

July 13, 2023, the Company received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s independent

director and audit committee requirements under Nasdaq’s Listing Rule 5605 following the resignation of Mr.

Liu from the Company’s

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meeting or July 3, 2024;

or (2) if the next annual shareholders’ meeting is held before January 2, 2024, then the Company must evidence

compliance no later than January 2, 2024.

or (2) if the next annual shareholders’ meeting is held before January 2, 2024, then the Company must

evidence compliance no later than January 2, 2024.

In response to this notice, on July 31, 2023, the Company elected Mr.

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July 13, 2023, the Company received a notice from Nasdaq stating that the Company failed to regain compliance with respect to the minimum

$1 bid price per share requirement under Nasdaq Listing Rules during the 180 calendar days given by Nasdaq for the Company to regain compliance,

which ended on July 5, 2023.

However, Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or

until January 2, 2024, to regain compliance.

Such determination is based on the Company meeting the continued listing requirement for

market value of publicly held shares and all other applicable requirements for initial listing on the Capital Market with the exception

of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance

period by effecting a reverse stock split, if necessary.

The Company intends to regain compliance with Nasdaq’s bid price requirement

prior to the end of the second bid price extension.

Corporate History and Our Business Segments

From inception in 2001 to

our fiscal year ended June 30, 2013, our sole business was providing shipping agency services.

In general, we provided two types of shipping

agency services:

loading/discharging services and protective agency services, in which we acted as a general agent to provide value added

solutions to our customers.

For loading/discharging agency services, we received the total payment from our customers in U.S.

and paid the port charges on behalf of our customers in RMB.

For protective agency services, we charged a fixed amount as agent fee while

customers were responsible for the payment of port costs and expenses.

In January 2016, we expanded

our business to include freight logistics services to provide import security filing services with the U.S.

Customs and Department of

Homeland Security, on behalf of importers who ship goods into the U.S.

$1 bid price per share requirement under Nasdaq Listing Rules during the 180 calendar days given by Nasdaq for the Company to regain

compliance, which ended on July 5, 2023.

However, Nasdaq has determined that the Company is eligible for an additional 180 calendar day

period, or until January 2, 2024, to regain compliance.

On January 3, 2024, the Company received a notification from Nasdaq, notifying

the Company of the determination to delist the Company’s securities from Nasdaq because of the Company’s failure to regain

compliance with the $1 per share bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).

On March 12, 2024, the Company received a formal notification from Nasdaq confirming that the Company had regained compliance with bid

price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).

History and Our Business Segments

inception in 2001 to our fiscal year ended June 30, 2013, our sole business was providing shipping agency services.

In general, we provided

two types of shipping agency services:

loading/discharging services and protective agency services, in which we acted as a general agent

to provide value added solutions to our customers.

For loading/discharging agency services, we received the total payment from our customers

dollars and paid the port charges on behalf of our customers in RMB.

For protective agency services, we charged a fixed amount

as agent fee while customers were responsible for the payment of port costs and expenses.

we expanded our business to include freight logistics services to provide import security filing services with the U.S.

Customs and Department

of Homeland Security, on behalf of importers who ship goods into the U.S.

and also provided inland transportation services to these importers

In the fiscal year ended June

We also expanded into container trucking services as new business sectors to provide related transportation logistics services

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and in China.

In an effort to further diversify

our business, in the second quarter of the fiscal year ended June 30, 2018, we developed our bulk cargo container services segment.

cargo container shipment refers to using containers to ship commodities that are traditionally shipped by freight cargo.

Freight cargo

rates are usually lower than container freight rates;

however, the transit time is much longer and has high minimum quantity requirements.

We suspended this service in the fiscal year ended June 30, 2019 due to market environment factors, and discontinued this service in light

of the worldwide impact of the coronavirus pandemic.

In the fiscal year ended June

30, 2018, we established a wholly owned subsidiary, Ningbo Saimeinuo Web Technology Ltd.

(“Ningbo”), which is 100% owned by

Sino-Global Shipping New York Inc.

(“SG Shipping NY”), a New York corporation and a wholly owned subsidiary of the Company,

which primarily engages in transportation management and freight logistics services, including overseas shipping.

Since the fiscal year ended

June 30, 2019, trade dynamics have made it more expensive for shipping carrier clients to cost-effectively move cargo into U.S.

and as a result, we realized lower shipping volumes, which has caused us to shift our focus back to the shipping agency business.

January 10, 2020, we entered into a cooperation agreement with Mr.

Shanming Liang, a stockholder of the Company, to establish a joint

venture named LSM Trading Ltd., in which the Company holds a 40% equity interest.

For the year ended June 30, 2023, the Company invested

$210,000 in the joint venture.

The joint venture has not commenced operations as of the date of this report.

On December 14, 2020, we incorporated

a new entity named Blumargo IT Solution Ltd.

(“Blumargo”) in the U.S.

SG Shipping NY held an 80% ownership interest in Blumargo,

which was established in partnership with Tianjin Anboweiye Technology Co.

(“Tianjin”), to build up hi-tech and information-based

logistics services to meet customer demand.

On June 30, 2022, SG Shipping NY acquired the 20% interest held from Tianjin and increased

its ownership to 100%.

March to June 2021, the Company engaged in cryptocurrency mining in China.

On March 2, 2021, the Company entered into a purchase agreement

with Hebei Yanghuai Technology Co., Ltd.

(“Yanghuai”) for the purchase of 2,783 digital currency mining machines for a total

purchase price of RMB 30 million ( approximately $4.6 million).

Yanghuai agreed

to manage and operate the servers after the purchase at its site with no further charge from March 10, 2021 to March 9, 2022, after which

time the Company could engage Yanghuai to continue providing services for a fee.

The first cash payment of approximately $0.9 million

was paid within 15 days after the date of signing the Agreement.

the last two months of the Company’s 2021 fiscal year, national and local governments in China started to restrict and ban

cryptocurrency mining operations, causing owners of mining machines to cease mining operations.

Based on the amended agreement

signed by the Company and Yanghuai on September 17, 2021, the Company is not liable to perform under the remainder of the contract

and obtained title to half of the servers.

The Company recorded an impairment for the mining equipment in the last quarter of 2021

in the amount of approximately $0.9 million.

The two parties have restructured the Purchase Agreement to reduce the

purchase price from RMB 30 million to RMB 6 million and to allocate the purchased servers between the Company and the Seller.

Seller transported servers representing half of the agreed 50,440 terahashes (one trillion) per second (th/s) in computing power (or

a total of 25,220 th/s in computing power) to our Ningbo subsidiary in China and then shipped them to us in the U.S.

On April 21, 2021, the Company

set up a joint venture in Texas, U.S.

under the name of “Brilliant Warehouse Service Inc.” to support its freight logistics

services in the U.S., pursuant to a cooperation agreement with Mr.

SG Shipping NY has a 51% equity interest in the joint venture.

In July 2021, the Company

registered a new company, Gorgeous Trading Ltd.

(“Gorgeous Trading”), which is 100% owned by SG Shipping NY.

Gorgeous Trading

is mainly engaged in smart warehouse and related business in Texas.

On August 31, 2021, the

Company formed a joint venture, Phi Electric Motor, Inc.

in New York, which is 51% owned by SG Shipping NY.

Phi Electric Motor, Inc.has

had no operations as of the date of this report.

On September 29, 2021, the

Company formed a 100% owned subsidiary, SG Shipping & Risk Solution Inc., in New York.

On December 23, 2021, SG Shipping & Risk

Solution Inc.

formed a wholly-owned subsidiary, SG Link LLC, in New York.

As of the date of this report, the two companies have had no

On October 3, 2021, the

Company entered into a Strategic Alliance Agreement with HighSharp to establish a Delaware joint venture for collaborative

engineering, technical development and commercialization of a bitcoin mining machine under the name Thor Miner Inc.

owned by the Company and 49% owned by HighSharp.

Thor Miner was given exclusive rights covering design production, intellectual

property, branding, marketing and sales.

On October 11, 2021,

On December 31, 2021, the

Company entered into a series of agreements to terminate its variable interest entity (“VIE”) structure and deconsolidated

its formerly controlled entity Sino-Global Shipping Agency Ltd.

We shift our focus back to the shipping agency business around 2019.

2021, the Company set up a joint venture in Texas, Brilliant Warehouse Service Inc., to support its freight logistics services in the

U.S., and a new subsidiary, Gorgeous Trading Ltd., which mainly engages in smart warehouse and related business in Texas.

December 31, 2021, the Company terminated its variable interest entity (“VIE”) structure and deconsolidated its formerly

controlled entity Sino-Global Shipping Agency Ltd.

(“Sino-China”).

The Company controlled Sino-China through

its wholly owned subsidiary Trans Pacific Shipping Limited.

The Company made the decision to dissolve the VIE structure and Sino-China

because Sino-China has no active operations and the Company wanted to remove any potential risks associated with any VIE structures.

addition, the Company dissolved its subsidiary Sino-Global Shipping LA, Inc.

On April 10, 2022, the Company

entered into a joint venture agreement with Golden Mainland Inc., a Georgia corporation (“Golden Mainland”) to establish a

joint venture to build Bitcoin mining sites in Texas, Ohio, and other states.

The Company does not plan to pursue this business with

Golden Mainland.

Our strategy is to:

The Company controlled Sino-China through its wholly owned

subsidiary Trans Pacific Shipping Limited.

The Company dissolved the VIE structure, Sino-China and its subsidiary Sino-Global Shipping

2021 to 2022, the Company engaged in cryptocurrency mining in China for a brief period of time but ceased such business in 2022 due to

restrictions and bans on crypto mining operations in China.

Thor Miner Inc., a Delaware subsidiary of the Company that engaged in technical

development and commercialization of a bitcoin mining machine, was dissolved on February 14, 2024.

The Company does not plan to

pursue bitcoin mining business at this moment.

following subsidiaries or joint ventures have no operations as of the date of this report:

LSM Trading Ltd., Singularity (Shenzhen) Technology

Ltd., Phi Electric Motor, Inc.

in New York, SG Shipping & Risk Solution Inc., in New York and SG Link LLC in New York.

subsidiary, Ningbo Saimeinuo Web Technology Ltd., which primarily engaged in transportation management and freight logistics services,

including overseas shipping, was dissolved on October 24, 2023.

Our subsidiary, Blumargo IT Solution Ltd., was dissolved on April 17,

On September 19, 2023, the Company formed a 100% owned subsidiary,

New Energy Tech Limited.

(“New Energy”) in New York to engage in the commodity trading business .

In August 2024, New Energy

entered into a joint venture development agreement with Market One Services Corp., a Wyoming corporation, to establish a joint venture

to carry out the commodity trading business.

The parties also plan to expand into the sale of solar panels.

strategy is to:

better solutions for issues and challenges faced by the entire shipping and freight logistics chain to better serve our customers and

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to monetize our relationships with our strategic partners and leverage their support and our innovation to expand our business;

With the establishment of

our subsidiary in Los Angeles, we added cargo forwarding services to our service platform in the second quarter of fiscal 2017, which

is included in our inland transportation business line for the year ended June 30, 2016.

As we are developing our cargo forwarding services,

the Company provides freight logistics services and container trucking services as two new business segments in fiscal 2017.

During fiscal

year 2018, the Company began to provide bulk cargo container services to the customers.

On November 13, 2019, the Company entered into

a cooperation agreement with Shanming Liang, a director of Guangxi Jinqiao Industrial Group Co., Ltd., to cooperate and expand the bulk

cargo container services business.

Our Goals and Strategic Plan

By leveraging our extensive

business relationships, technical ability and in-depth knowledge of the shipping industry, our goal is to further strengthen our position

as a leading global logistics solution provider who offers innovative resolutions to better address complex issues in different aspects

in the entire shipping and freight logistics chain.

We historically focused our

business on providing our customers with customized shipping agency services.

In the past, our business came predominately from our strong

business relationships with our key strategic partners in China.

To reduce our dependency on a single business line, we have leveraged,

and will continue to leverage, our business relationships with strategic partners to introduce new service offerings to the market and

to diversify our business.

Our strategic plan for the next five years is to continue to diversify our service mix and actively seek new

growth opportunities to expand our business footprint in the U.S.

market to reduce our dependency on the revenue generated from China.

For decades, the shipping industry has been operated under traditional business models without many meaningful changes.

Today, technological

innovation has already played a big role in changing every conventional industry.

We believe the internet will be a big part of the future

logistics chain services and a transformative era in shipping and freight logistics business is coming.

As an innovative solution provider,

we plan to apply our technical ability, industry expertise and cutting-edge information technology in the conventional shipping business

to better connect supply and demand and to develop seamless linkages in logistics chains.

As a result of our plan to

diversify, we continued to provide on inland transportation management services and logistics between the U.S.

and China, such as providing

freight logistics services, container trucking services and bulk cargo container services.

During this process, we will continue to adjust

and develop our strategic plans based on the change of business environment.

However, with our decades

of experience in shipping agency business and solid business relationships with Baosteel Group and Shougang Group, who are among the biggest

importers of iron ore in China, we believe it is to the Company’s best interest to redirect our focus on this segment in 2019 based

on our assessment of current global trading environments.

To our understanding, we are one of few shipping agents specialized in providing

a full range of general shipping agency services in China and the only shipping agency company listed on a public exchange in the U.S.

while other shipping agencies are much smaller and more fragmented.

With the setup of the Ningbo joint venture, we are able to use our

resources such as our customer base, our currently developing IT infrastructure and our business insight to build a global network of

shipping agencies.

In addition, our current business segments like freight logistics and container trucking can also be integrated and

enable us to provide more comprehensive logistics services for our customers.

Our plan is to develop a

shipping agency network in China and South East Asia for the next three years and expand our shipping agency network worldwide.

to build the network through acquisitions or strategic partnership with other shipping agencies.

Our shipping agency business will be

mostly conducted through our China, Hong Kong and Australia subsidiaries.

In fiscal year 2020, we entered

into a general shipping agency service agreement with Mandarine Bulk Ltd.

as the sole general shipping agency and a shipping management

services agreement with Qingdao Lizhou Ship Management Co., Ltd.

We have expanded our business to increase sales revenue in the United

States and get more customers who can settle in U.S.

In fiscal 2024, while we

continue to provide our current traditional logistics business, we will integrate the traditional business with modern technology to

develop a brand-new business model.

On September 27, 2020, we signed a MOU with EMB Technology Co., LTD (“EMB”).

and EMB will combine the advantages of traditional logistics business/new technology and match the marketing economic requirements of

the post-covid-19 world, gathering our many years of industry experience and customer group, with big data analysis, artificial intelligence,

machine learning technologies, research and development platforms for the new business model, joint business partner’s data interface,

to change the traditional business model from delivery to businesses into delivery directly to customers.

At the same time, we plan to

strengthen the research and development force to complete the transformation of the company’s business model and profit model step by

After deep market research and demand analysis, with the actual situation in North America, iterative developing a certain popular

App of high customer coupling, easy to form the functional industrial chain and derivative products and related services.

We also expect

to make achievements in the remote service industry include the service industry of enterprise portal, and the service industry of ERP

customization/implementation/maintenance for small and medium-sized businesses, try to create a new milestone in the co mpany’s

to explore cutting-edge technologies in new energy, such as the development of high-efficiency solar panel materials and innovative waste

recycling processes, and actively acquire small new energy companies with potential to rapidly expand our business footprint;

vivid cases and data to showcase the company’s outstanding achievements in the field of new energy and attract public attention, and

organize new energy science activities to enhance brand reputation and social responsibility;

Develop customized sales plans

for different customer groups and cooperate with financial institutions to launch new energy project financing services to reduce customer

costs and promote sales growth.

and Strategic Plan

leveraging our extensive business relationships, technical ability and in-depth knowledge of the shipping industry, our goal is to further

strengthen our position as a leading global logistics solution provider who offers innovative resolutions to better address complex issues

in different aspects in the entire shipping and freight logistics chain.

we plan to build a solar energy production facility in the United States.

The Company actively seeks cooperation with multiple parties.

It plans to jointly develop new energy technologies with scientific research institutions to enhance its strength, to cooperate with

solar energy companies to establish recycling channels, to join hands with environmental protection organizations to promote concepts,

and to cooperate with the government to participate in projects and obtain support.

Our Customers

Our main customers for

the fiscal years ended June 30, 2023 and 2022 is Chongqing Iron & Steel Ltd.

For the years ended June 30, 2023 and

2022, Chongqing Iron & Steel Ltd.

main customers for the fiscal years ended June 30, 2024 and 2023 are Chongqing Iron & Steel Ltd .

For the years ended June 30, 2024 and 2023, Chongqing Iron

accounted for 77.2% and 52.7% of the Company’s revenues, respectively.

years ended June 30, 2023 and 2022, SOSNY accounted for 16.1% and 27.9% of the Company’s gross revenue.

Our Suppliers

For the years ended June 30, 2024

and 2023, SOSNY accounted for nil and 16.1% of the Company’s gross revenue.

operations consist of working directly with our customers to understand in detail their needs and expectations and then managing local

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21.2% and 20.1% of our total purchases, respectively.

the year ended June 30, 2022, two suppliers accounted for approximately 26.3% and 24.1% of our total purchases, respectively.

Our Strengths

We believe that the following

strengths differentiate us from our competitors:

For the year ended June 30, 2023, two suppliers accounted for approximately 19.6%

and 19.5% of our total purchases, respectively.

believe that the following strengths differentiate us from our competitors:

industry experience and problem-solving reputation .

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maintain strong long terms business relationship with them.

leadership and a competent professional team .

Our CEO is an industry veteran with more than thirty years of extensive industry experience

including ten years working for COSCO, one of the largest shipping companies in the world.

Most of our employees have marine business

experience, and many of our managers/chief operators served in other large Chinese shipping companies prior to joining us.

professionals and experienced staff, we believe that we provide the best services to our customers at competitive prices.

competent professional team .

Most of our employees have marine business experience, and many of our managers/chief operators served

in other large Chinese shipping companies prior to joining us.

With these professionals and experienced staff, we believe that we provide

the best services to our customers at competitive prices.

network and positive industry recognition.

Doing business in China often requires a strong business network and support of key

strategic partners.

The Company served as one of the executive directors of China Association of Shipping Agencies & Non-Vessel-Operating

Common Carriers (CASA), the authoritative industry association in China.

We are the only non-state-owned enterprise represented on the

CASA board guiding the development of the industry.

Doing business in China often requires a strong business network and support of key strategic

The Company served as one of the executive directors of China Association of Shipping Agencies & Non-Vessel-Operating Common

Carriers (CASA), the authoritative industry association in China.

We are the only non-state-owned enterprise represented on the CASA

board guiding the development of the industry.

Our good reputation and industry recognition enables us to maintain strong relationships

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organization and a flexible business model.

Although we are a small business with limited resources, we have a cohesive and

effective organizational structure with the goal of maximizing customer value while minimizing waste.

Our unique flexible business model

allows us to quickly respond to changing market demand and offer our customers innovative problem-solving solutions, quality customer

service, and competitive prices to achieve greater market acceptance and gain additional market share.

Although we are a small business with limited resources, we have a cohesive and effective

organizational structure with the goal of maximizing customer value while minimizing waste.

Our unique flexible business model allows

us to quickly respond to changing market demand and offer our customers innovative problem-solving solutions, quality customer service,

and competitive prices to achieve greater market acceptance and gain additional market share.

● U.S.-registered

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can also help us carry out or accelerate our growth strategies.

Our Opportunities

For more than thirty years,

the shipping and freight logistics industry has been operated under traditional business models without meaningful change.

Many of these

business practices are inefficient and problematic;

therefore, maintaining an innovative mindset is critical to achieving continuous business

success and growth.

We are a value-added logistics solution provider with successful past performance and individuals that have been in

the industry for a long time.

Instead of playing the traditional logistics broker role, we focus on providing technology solutions and

innovative leading-edge services to bridge the asset-based world with the digital world.

We shape our industry practice and profit model

by analyzing wider developments both in the global markets and the technology industry so we can address unique problems that are currently

pervasive across the shipping and freight logistics industry.

We believe we can capture

the business opportunity and grow our business organically or through acquisitions or strategic alliance by:

Opportunities

more than thirty years, the shipping and freight logistics industry has been operated under traditional business models without meaningful

Many of these business practices are inefficient and problematic;

therefore, maintaining an innovative mindset is critical to

achieving continuous business success and growth.

We are a value-added logistics solution provider with successful past performance and

individuals that have been in the industry for a long time.

Instead of playing the traditional logistics broker role, we focus on providing

technology solutions and innovative leading-edge services to bridge the asset-based world with the digital world.

We shape our industry

practice and profit model by analyzing wider developments both in the global markets and the technology industry so we can address unique

problems that are currently pervasive across the shipping and freight logistics industry.

believe we can capture the business opportunity and grow our business organically or through acquisitions or strategic alliance by:

to streamline our business operations and improve our operating efficiency through innovative technology, effective planning, budgeting,

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current market of China’s shipping agency industry is mature comparing to what it was ten years ago when the shipping agency industry

was fueled by the massive construction of China’s infrastructure, yet the over-supply of shipping agencies has also shrunk the profits

of the industry.

was fueled by the massive construction of China’s infrastructure, yet the over-supply of shipping agencies has also shrunk the

profits of the industry.

Many shipping agencies were constrained by the small size and the limited services.

We have the professionalism and

are the pioneers and leaders in the shipping agency industry in China.

SINO is a NASDAQ-listed company that already has more flexibility

in capital raise comparing to companies that are not on a U.S.

major stock exchange or private companies.

We already have a network that

covers the US East coast, West coast, Canada, Australia, Hong Kong, Beijing, and Ningbo.

We maintain strong relationships with customers

and market resources.

The current shipping agency market is more competitive yet enable companies like us who has better resources in

this market niche to expand.

Our Challenges

We face significant challenges

when executing our strategy, including:

We have the professionalism

and are the pioneers and leaders in the shipping agency industry in China.

We maintain strong relationships with customers and market

The current shipping agency market is more competitive yet enable companies like us who has better resources in this market

niche to expand.

terms of the new Solar Panel Business, the United States has a developed steel industry and has a certain demand for scrap steel.

the one hand, domestic steel production in the United States consumes scrap steel, especially when iron ore prices fluctuate, steel mills

may increase the use of scrap steel to reduce costs;

on the other hand, the demand for steel in the manufacturing industry and other

industries in the United States also indirectly drives the demand for scrap steel.

For example, the construction industry and the automobile

manufacturing industry are all large consumers of steel, and the development of these industries will increase the demand for scrap steel.

is estimated that North America has installed more than 80 GW of solar power, a figure that could grow to more than 400 GW by 2030.

News estimates that about 26,000 tons of photovoltaic panels were wasted in 2020, and as photovoltaic panels reach the end of their life

in the 2030s, the amount of waste will grow to millions of tons.

The solar recycling business market is a rapidly emerging but still

developing field.

As the global solar industry booms, a large number of photovoltaic modules will reach the end of their life and face

retirement in the next few years.

This brings both environmental challenges and huge market opportunities.

face significant challenges when executing our strategy, including:

the complexity and length of restructuring our business, we face the challenge of generating sufficient cash from our current business

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management may be forced to fulfill near-term performance goals that may not be consistent with the Company’s long-term vision.

Our Competition

The market segment that we

now operate in, which is freight logistics services including warehouse services, does not have high entry barriers.

In terms of our competition

in China, there are many companies ranging from small to large that provide freight logistics services, and the state-owned companies

in China generate a significant portion of the revenues in the industry.

Our primary competitors in China are the China branches of international

shipping companies or their exclusive agents in China.

These companies include Evergreen Marine Corp., Orient Overseas Container Line,

Ocean Network Express which includes Kawasaki Kisen Kaisha, Ltd, Mitsui O.S.K.

Lines and Nippon Yusen Kabushiki Kaisha.

The competition

is intense due to the significant excess capacity.

These companies have greater service capabilities, a larger customer base and more

financial, marketing, network and human resources than we do.

Most of them engage in a wide range of businesses and involve many aspects

of the industry chain.

However, we focus on providing tailored solutions and value-added services to customers in freight logistic services.

market segment that we now operate in, which is freight logistics services including warehouse services, does not have high entry barriers.

In terms of our competition in China, there are many companies ranging from small to large that provide freight logistics services, and

the state-owned companies in China generate a significant portion of the revenues in the industry.

Our primary competitors in China are

the China branches of international shipping companies or their exclusive agents in China.

These companies include Evergreen Marine Corp.,

Orient Overseas Container Line, Ocean Network Express which includes Kawasaki Kisen Kaisha, Ltd, Mitsui O.S.K.

Lines and Nippon Yusen

Kabushiki Kaisha.

The competition is intense due to the significant excess capacity.

These companies have greater service capabilities,

a larger customer base and more financial, marketing, network and human resources than we do.

Most of them engage in a wide range of

businesses and involve many aspects of the industry chain.

However, we focus on providing tailored solutions and value-added services

to customers in freight logistic services.

As a boutique company with limited resources and history, we face intense competition.

Our ability to grow in our industry depends on

(1) our deep understanding of the complexity of industry issues and challenges and (2) our ability to develop optimal solutions to respond

to the identified issues and provide effective problem-solving strategies to our targeted customers.

In terms of our competition

in the United States, the freight logistics services industry is well developed, highly fragmented, and competition is fierce nationwide.

ability to grow in our industry depends on (1) our deep understanding of the complexity of industry issues and challenges and (2) our

ability to develop optimal solutions to respond to the identified issues and provide effective problem-solving strategies to our targeted

terms of our competition in the United States, the freight logistics services industry is well developed, highly fragmented, and competition

is fierce nationwide.

Our primary competitors in the U.S.

are local warehouse services providers and freight forwarding companies in Houston, for example, Bizto

LLC, Golden Eagle Guns LLC, and Smart Supply Chain.

Competition in the freight logistics services industry is driven by factors such as

price, service quality, technology, and geographic reach.

Companies that can offer a combination of these factors are often more competitive

in the market.

Additionally, companies that can adapt to changing customer demands and market trends, such as the shift towards e-commerce,

are likely to be more successful in the long term.

We aim at providing tailored and valued-added services for our international clients

with needs for U.S.

are local warehouse services providers and freight forwarding companies in

Houston, for example, Bizto LLC, Golden Eagle Guns LLC, and Smart Supply Chain.

Competition in the freight logistics services industry

is driven by factors such as price, service quality, technology, and geographic reach.

Companies that can offer a combination of these

factors are often more competitive in the market.

Additionally, companies that can adapt to changing customer demands and market trends,

such as the shift towards e-commerce, are likely to be more successful in the long term.

We aim at providing tailored and valued-added

services for our international clients with needs for U.S.

domestic logistics services.

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are not subject to a collective bargaining agreement.

Intellectual Property

of the date of this Report, we do not have any registered patents, copyrights, or trademarks other than two pending trademark applications

for “Thor” and “Thor Miner.” We have seven registered domain names, including our corporate website https://www.singularity.us/.

of the date of this Report, we do not have any registered patents, copyrights, or trademarks.

We have seven registered domain names,

including our corporate website https://www.singularity.us/.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business